Net Income (Loss) Per Share

9 Months Ended

Sep. 30, 2024

NOTE 11 - NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share of Class A common stock is computed by dividing net income (loss) attributable to Class A common shareholders for the three and nine months ended September 30, 2024, the three months ended September 30, 2023, and the period from February 13, 2023, or the Closing Date, to September 30, 2023 by the weighted-average number of shares of Class A common stock outstanding for the same periods.

Diluted net income per share of Class A common stock includes additional weighted average common shares that would have been outstanding if potential common shares with a dilutive effect had been issued using the if-converted method for the Series A Preferred Stock and the treasury method for our RSUs, PSUs, options, and warrants. During loss periods, diluted net loss per share for all periods presented is the same as basic net loss per share as the inclusion of the potentially issuable shares would be anti-dilutive.

The following table presents the computation of the basic and diluted income (loss) per share of Class A Common Stock (in thousands, except share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator
Net income (loss) (post Business Combination)	$	(80,411)	$	14,311	$	(181,787)	$	13,644
Less: Net loss attributable to redeemable noncontrolling interest	(25,679)		(18,992)		(50,001)		(39,691)
Less: Net income attributable to noncontrolling interest	668		—		2,429		—
Net income (loss) attributable to the Company	(55,400)		33,303		(134,215)		53,335
Less: Cumulative preferred dividends	(143)		(674)		(751)		(1,657)
Net income (loss) attributable to Class A common shareholders	$	(55,543)	$	32,629	$	(134,966)	$	51,678
Denominator
Basic weighted-average shares of Class A common stock outstanding	67,072,014		17,411,217		52,971,882		16,294,029
RSUs and Options	—		1,016,390		—		1,342,694
Series A Preferred Stock	—		5,230,304		—		3,215,161
Warrants	—		2,468,334		—		4,112,524
Diluted weighted-average shares of Class A common stock outstanding	67,072,014		26,126,245		52,971,882		24,964,408

Net income (loss) per share of Class A common stock - basic	$	(0.83)	$	1.87	$	(2.55)	$	3.17
Net income (loss) per share of Class A common stock - diluted	$	(0.83)	$	1.27	$	(2.55)	$	2.14

The following table presents potentially dilutive securities, as of the end of the periods, excluded from the computation of diluted net income (loss) per share of Class A Common Stock as their effect would be anti-dilutive, their exercise price was out-of-the-money, or because of unsatisfied contingent issuance conditions.


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
RSUs(1)	3,251,206	—	3,251,206	—
Options(1)(4)	1,027,451	305,932	1,027,451	305,932
Series A Preferred Stock(2)	1,916,965	—	1,869,956	—
Warrants(1)(4)	30,638,374	22,636,916	30,638,374	22,636,916
Earn Out Units(3)	7,500,000	7,500,000	7,500,000	7,500,000

(1) Represents number of instruments outstanding at the end of the period that were evaluated under the treasury stock method for potentially dilutive effects and were determined to be anti-dilutive.

(2) Represents number of instruments outstanding as converted at the end of the period that were evaluated under the if-converted method for potentially dilutive effects and were determined to be anti-dilutive.

(3) Represents number of Earn Out Units outstanding at the end of the period that were excluded due to unsatisfied contingent issuance conditions.

(4) Options and warrants with exercises prices greater than the average market price of our Class A common stock are excluded from the computation of diluted net income (loss) per share because they are out-of-the-money. The out-of-the-money instruments were as follows: options of 250,308 for the three and nine months ended September 30, 2024, and 305,932 for the three and nine months ended September 30, 2023, and warrants of 22,636,814 for the three and nine months ended September 30, 2024 and 2023.